General terms and conditions of business

COM.Create GmbH
Körberheide 101, 48157 Münster, Germany
Version 2.0

Part A – General Provisions

§ 1 Scope

These General Terms and Conditions apply to all agreements between COM.Create GmbH ("COM.Create") and its business customers concerning software, integrations, cloud services, monitoring solutions, support services, customer success services and professional services.

COM.Create exclusively contracts with businesses, public law entities and special funds under public law. Contracts with consumers are excluded.

Conflicting or deviating terms of the customer shall only apply if COM.Create has expressly accepted them in text form. Individual agreements and accepted quotations shall prevail over these Terms.

§ 2 Definitions

Products means all software, cloud, integration, monitoring and other digital services offered by COM.Create.

Integration means a connection between supported platforms or systems for the automated transfer or processing of data.

Platform means any third-party or target system supported by COM.Create, including PlentyONE, marketplaces or other software solutions.

Monitoring means the automated monitoring of defined technical processes or events.

Customer Success means services supporting the implementation and successful use of the Products.

Professional Services means consulting, project, development, migration, implementation and other individual services.

§ 3 Formation of Contract

A contract is concluded by placing an order via the COM.Create website, by accepting an individual quotation, or by receiving an express order confirmation from COM.Create.

Product descriptions on the website generally constitute an invitation to submit an order and do not constitute a binding offer unless expressly stated otherwise.

COM.Create may reject orders where technical, operational or legal reasons prevent performance.

The governing contract language is German. Any English version is provided for convenience only. In case of discrepancies, the German version shall prevail.

§ 4 Scope of Services

The type and scope of services are determined by the applicable quotation, product description, selected plan or individual agreement.

Product descriptions published on the website form part of the applicable service description.

Unless expressly agreed otherwise, COM.Create does not owe any specific commercial success, revenue increase or optimization of individual business processes.

§ 5 Communication

Contract-related notices shall generally be sent in text form to the latest email address provided by the customer.

Support requests shall generally be submitted to service@com-create.com, unless COM.Create specifies another communication channel.

COM.Create may introduce additional communication channels, including a customer portal or support system.

§ 6 Customer Cooperation

The customer shall provide all information, access rights, API keys, permissions, licenses and technical prerequisites required for performance.

The customer shall notify COM.Create without undue delay of any changes to systems, platforms, credentials or technical prerequisites that may affect the services.

If the customer fails to cooperate as required, agreed deadlines shall be extended reasonably. Additional effort may be charged separately.

§ 7 Prices and Payment

All prices are exclusive of statutory VAT.

Invoices are issued electronically by email.

Unless otherwise agreed, invoices are issued at the beginning of each calendar month.

The accepted payment methods are SEPA Direct Debit and advance payment.

Late payments shall be governed by the applicable statutory provisions.

§ 8 Data Protection

Where COM.Create processes personal data on behalf of the customer, the parties shall enter into a Data Processing Agreement pursuant to Article 28 GDPR.

The customer remains responsible for the content, legality and permissibility of the processed data.

§ 9 Confidentiality

Both parties shall keep confidential all confidential information received from the other party. This includes, in particular, source code, documentation, business processes, credentials, pricing, technical information and development results.

The confidentiality obligation shall survive termination of the contract for three years.

§ 10 Force Majeure

Neither party shall be liable for delays or failures caused by force majeure, including natural disasters, war, strikes, pandemics, cyberattacks, power outages, data center failures, public telecommunications failures and governmental measures.

§ 11 Liability

COM.Create shall have unlimited liability in cases of intent, gross negligence, injury to life, body or health, liability under the German Product Liability Act and expressly granted warranties.

In cases of slightly negligent breaches of essential contractual obligations, liability shall be limited to foreseeable damages typical for the contract.

Any further liability is excluded to the extent permitted by law.

§ 12 Amendments to these Terms

COM.Create may amend these Terms with effect for the future where there is a legitimate reason, including changes in law, technical developments, changes to Products or expansion of the product portfolio.

Customers shall be notified at least six weeks before amendments become effective. If the customer does not object within this period, the amendments shall be deemed accepted. COM.Create shall expressly inform the customer of this consequence.

Part B – Products, Integrations and Cloud Services

§ 13 Subject Matter

COM.Create provides Products to the customer for temporary use, unless permanent provision has been expressly agreed.

Products may serve, in particular, to integrate, automate, monitor or extend business processes and to connect supported platforms.

§ 14 Provision

An Integration is provided by installation or availability within the customer's PlentyONE system or another supported platform.

Provision is deemed completed once the Integration is installed and generally available for configuration.

Further configuration, including API access, credentials, marketplace connections, individual settings and approvals, is performed by the customer or under separately agreed services.

§ 15 Start of Services and First Billing

COM.Create's service obligations begin upon provision pursuant to § 14.

Recurring fees are first billed from the first calendar day of the month following provision, regardless of the exact provision date.

§ 16 Failed Setup

If an Integration cannot initially be fully set up for technical or factual reasons, the parties shall reasonably cooperate to enable setup.

If setup is permanently impossible and the cause lies exclusively within COM.Create's responsibility, either party may withdraw from the contract.

Further claims shall be governed by the liability provisions of these Terms.

§ 17 Rights of Use

COM.Create grants the customer a simple, non-exclusive, non-transferable and non-sublicensable right to use the provided Products for the duration of the contract.

Use is permitted solely for the customer's own business purposes. Transfer, rental, leasing or sublicensing to third parties is prohibited unless mandatory law provides otherwise.

§ 18 Usage Requirements

The customer shall ensure that required accounts, including a valid PlentyONE account, software licenses, API permissions, credentials and a stable internet connection are available.

COM.Create shall not be liable for restrictions resulting from missing usage requirements.

§ 19 Third-Party Changes

COM.Create's Products may depend on third-party interfaces, APIs or services.

Changes, restrictions or discontinuation of such services are outside COM.Create's control.

COM.Create shall use reasonable efforts to implement necessary adjustments within a reasonable period. However, COM.Create does not guarantee continued functionality following third-party changes or restrictions.

If third-party changes require exceptional or economically unreasonable development effort, COM.Create may charge additional fees, adjust the scope of services or discontinue individual functions upon reasonable prior notice.

§ 20 Availability

COM.Create endeavors to provide the highest possible availability of the Products.

Continuous, uninterrupted or error-free use is not owed.

Planned maintenance may be carried out upon reasonable prior notice. Emergency maintenance may be carried out at any time where required for security or stability.

§ 21 Product Development

COM.Create may continuously develop Products and add, modify or discontinue features, provided that the main contractual purpose is not materially impaired.

Feature requests or improvement suggestions by the customer do not create any claim to implementation.

§ 22 Open Source Components

Products may contain components subject to open source licenses. Such components are governed exclusively by the applicable license terms.

§ 23 Data Processing and Logs

COM.Create processes data within Integrations solely for the technical performance of the agreed services.

The customer remains responsible for the content, completeness, accuracy and legality of transmitted data.

COM.Create may store and analyze technical logs where required for provision, security, error analysis or service improvement and where permitted under data protection law.

§ 24 Suspension of Services

COM.Create may temporarily suspend services in whole or in part if the customer is in payment default despite reminder and reasonable grace period, if concrete security risks exist, if use endangers system stability or security, if required by law or public authority, or if abusive use is detected.

Where possible, the customer shall be informed before suspension. Services shall be resumed within a reasonable period once the reason for suspension no longer exists.

§ 25 Discontinuation of Individual Integrations

If operation of an Integration becomes permanently impossible or unreasonable due to technical, economic or legal changes, COM.Create may discontinue the relevant Integration upon reasonable prior notice.

This applies in particular where APIs are permanently discontinued, supported platforms cease to exist, fundamental third-party technical changes occur or legal requirements apply.

Part C – Monitoring, Support and Customer Success

§ 26 Scope

The following provisions apply to monitoring, support, customer success and managed services provided by COM.Create.

§ 27 Monitoring

Where Monitoring is part of the subscribed service scope, COM.Create monitors defined technical events or processes on a best-effort basis.

Monitoring supports early detection of potential disruptions but does not replace the customer's own monitoring or responsibility for its business processes.

Complete or error-free detection of all disruptions is not owed.

§ 28 Smart Notifications

Where included in the subscribed services, COM.Create provides automated notifications regarding defined events.

The customer is responsible for maintaining suitable recipients, regularly reviewing notifications and responding appropriately.

§ 29 Support Requests

Support requests shall generally be submitted to service@com-create.com, unless COM.Create specifies another channel.

COM.Create processes support requests considering time of receipt, priority and impact on the customer's business operations.

§ 30 Telephone Support

Telephone support is only included in support packages that expressly provide for it.

Currently, telephone support is reserved for customers with Support Package M or higher.

Telephone support is intended for short-term coordination. COM.Create may document and continue matters by email, customer portal or support system.

§ 31 Support Hours

Unless otherwise agreed, support hours are Monday to Friday, 09:00 to 16:00, excluding public holidays at COM.Create's registered office.

§ 32 Prioritization

COM.Create may prioritize support requests based on their impact on business operations.

Critical disruptions that materially impair or prevent productive operations may be handled with priority. Final prioritization is made by COM.Create at reasonable discretion.

§ 33 Customer Success and Onboarding

Where included in the subscribed service scope, COM.Create supports the customer through Customer Success or onboarding in implementing and using the Products.

Type and scope are determined by quotation, product description or plan.

Missed onboarding appointments may expire after a reasonable period. Additional services are charged separately.

§ 34 Remote Access

COM.Create may provide services via remote access or remote maintenance. The customer shall provide the necessary access rights and technical prerequisites.

§ 35 Excluded from Support

Unless expressly agreed, support does not include individual development, new features, extensions of existing Integrations, migrations, training, consulting projects, setup of additional systems or adjustments to individual business processes.

§ 36 Fees and Support Quotas

Fees are determined by the applicable quotation. They may consist of monthly base fees, support packages, support quotas, time-based fees and consulting fees.

Unused support quotas expire at the end of the applicable billing period unless otherwise agreed.

§ 37 Fee Adjustments

COM.Create may adjust recurring fees with effect for future contract periods. Adjustments shall be announced at least three months before they take effect.

If an increase exceeds ten percent of the previous fee, the customer may terminate the affected contract with effect as of the increase date.

§ 38 Term and Termination

Term and termination periods are determined by the applicable quotation.

Unless otherwise agreed, the minimum term is twelve months and renews for further twelve-month periods unless terminated with three months' notice to the end of the term.

The right to extraordinary termination remains unaffected.

§ 39 Non-Solicitation

During the contract term and for twelve months thereafter, the customer shall not specifically solicit COM.Create employees to change their employment.

General job advertisements do not constitute solicitation.

Part D – Professional Services

§ 40 Scope

The following provisions apply to individually commissioned services, including consulting, individual development, workshops, data migrations, implementations, customization and other project-based services.

§ 41 Scope of Work

The type and scope of services are determined by quotation, service description or separate agreement.

Consulting services are services. A specific commercial or technical result is owed only where expressly agreed.

§ 42 Project Cooperation

The customer shall reasonably support COM.Create, including by providing required information, test systems, access, contacts, approvals and decisions.

Delays caused by missing cooperation shall reasonably extend agreed deadlines. Additional effort may be charged separately.

§ 43 Change Requests

Requests for changes or extensions after contract conclusion require separate agreement.

COM.Create shall assess the impact on scope, timing and fees. Until agreement is reached, COM.Create may continue on the basis of the originally agreed scope.

§ 44 Acceptance

Where the agreed service has the legal nature of a work contract, acceptance shall take place.

Acceptance may only be refused due to material defects.

The service shall be deemed accepted if the customer uses it productively, incorporates it into business processes or does not refuse acceptance within 14 calendar days after provision while specifying material defects.

§ 45 Rights to Individual Developments

Upon full payment, the customer receives a simple, unlimited-in-time and worldwide right to use work results individually developed for the customer, unless otherwise agreed.

Pre-existing software, frameworks, libraries, tools and other COM.Create components remain the property of COM.Create.

COM.Create may use general know-how, methods and non-customer-specific developments for other customers.

§ 46 Fees

Fees are determined by the applicable quotation. Services may be billed at fixed price, on a time-and-materials basis or according to agreed daily rates.

Additional services outside the agreed scope are charged on a time-and-materials basis unless otherwise agreed.

§ 47 Travel Costs

Travel time, travel expenses and necessary accommodation are charged only where provided in the quotation or agreed in advance.

§ 48 Project Interruption

If a project is delayed for reasons attributable to the customer, COM.Create may allocate released capacity elsewhere. Project dates shall be postponed accordingly.

§ 49 Project Completion

Upon completion of the project and, where required, acceptance, the agreed services shall be deemed performed.

Further support, maintenance or development services are not owed unless expressly agreed.

Part E – Final Provisions

§ 50 Security

The customer shall keep credentials, API keys and tokens confidential, protect them against unauthorized access and notify COM.Create of security incidents without undue delay.

§ 51 AI-Assisted Tools

COM.Create may use suitable automated systems, including AI-assisted technologies, to support service delivery, provided that no legal or contractual obligations are violated.

§ 52 Feedback

If the customer provides feedback, ideas or improvement suggestions, COM.Create may use them to develop its Products without creating any compensation or usage claims.

§ 53 Customer References

Public use of the customer as a reference customer requires prior consent.

§ 54 Export Control and Compliance

The parties shall comply with all applicable laws. The customer confirms that it will not use the Products in violation of applicable export control or sanctions regulations.

§ 55 Governing Law and Jurisdiction

The laws of the Federal Republic of Germany apply, excluding the UN Convention on Contracts for the International Sale of Goods.

The exclusive place of jurisdiction is Münster, Germany, to the extent legally permissible.

§ 56 Transfer of Rights

The customer may transfer rights and obligations under the contract to third parties only with COM.Create's prior consent.

§ 57 Severability

If any provision of these Terms is or becomes invalid or unenforceable, the validity of the remaining provisions shall remain unaffected. The invalid or unenforceable provision shall be replaced by the applicable statutory provision.